Common use of Spin-Off Distributions Clause in Contracts

Spin-Off Distributions. If the Company shall, after the date of this Agreement, effect a Spin-Off Distribution, then for all purposes of this Agreement, from and after the record date in respect of such Spin-Off Distribution, (i) the Contract Shares shall be deemed to include both (A) that number of Ordinary Shares equal to the product of (x) the sum of the Firm Share Base Amount and the Additional Share Base Amount and (y) the Exchange Rate, and (B) that number of Marketable Securities of the class distributed in respect of the Contract Shares in such Spin-Off Distribution equal to the product of (x) the sum of the Firm Share Base Amount and the Additional Share Base Amount, (y) the Exchange Rate, and (z) the number of shares of such Marketable Securities distributed per Ordinary Share in the Spin-Off Distribution; (ii) Seller's obligations under Section 2.3 shall include delivery of such Marketable Securities together with the Ordinary Shares comprising the Contract Shares and the provisions of Section 2.3(c) shall apply mutatis mutandis to such Marketable Securities; and (iii) the "Closing Price" of the Ordinary Shares shall thereafter be deemed to be equal to the sum of (A) the Closing Price per Ordinary Share and (B) the product of (x) the Closing Price per share of the spun-off Marketable Securities and (y) the number of shares of such Marketable Securities distributed per Ordinary Share in the Spin-Off Distribution.

Spin-Off Distributions. If the Company shall, after the date of this Agreement, effect a Spin-Off Distribution, then for all purposes of this Agreement, from and after the record date in respect of such Spin-Off Distribution, (i) the Contract Shares Stock shall be deemed to include both (A) that number of Ordinary Shares shares of Class A Common Stock equal to the product of (x) the sum of the Firm Share Stock Base Amount and the Additional Share Stock Base Amount and (y) the Exchange Rate, and (B) that number of Marketable Securities of the class distributed in respect of the Contract Shares Stock in such Spin-Off Distribution equal to the product of (x) the sum of the Firm Share Stock Base Amount and the Additional Share Stock Base Amount, (y) the Exchange Rate, and (z) the number of shares of such Marketable Securities distributed per Ordinary Share share of Class A Common Stock in the Spin-Spin- Off Distribution; (ii) Seller's obligations under Section 2.3 shall include delivery of such Marketable Securities together with the Ordinary Shares Class A Common Stock comprising the Contract Shares Stock and the provisions of Section 2.3(c) shall apply mutatis mutandis to such Marketable Securities; and (iii) the "Closing Price" of the Ordinary Shares Class A Common Stock shall thereafter be deemed to be equal to the sum of (A) the Closing Price per Ordinary Share of Class A Common Stock and (B) the product of (x) the Closing Price per share of the spun-off Marketable Securities and (y) the number of shares of such Marketable Securities distributed per Ordinary Share of Class A Common Stock in the Spin-Off Distribution.

Spin-Off Distributions. If the Company shall, after the date of this Agreementhereof, effect a Spin-Off Distribution, then for all purposes of this Agreement, from and after the record date in respect of such Spin-Off Distribution, (i) the Contract Shares shall be deemed to include both (A) that number of Ordinary Shares shares of Common Stock equal to the product of (x) the sum of the Firm Share Base Amount and the Additional Share Base Amount and (y) the Exchange Rate, Rate and (B) that number of Marketable Securities of the class distributed in respect of the Contract Shares in such Spin-Off Distribution equal to the product of (x) the sum of the Firm Share Base Amount and the Additional Share Base Amount, (y) the Exchange Rate, and (z) the number of shares of such Marketable Securities distributed per Ordinary Share share of Common Stock in the Spin-Spin Off Distribution; (ii) Seller's obligations under Section 2.3 Sections 1.3 shall include delivery of such Marketable Securities together with the Ordinary Shares shares of Common Stock comprising the Contract Shares and the provisions of Section 2.3(c1.3(c) through (f) shall apply apply, mutatis mutandis mutandis, to such Marketable Securities; and (iii) the "Closing Price" of the Ordinary Shares Common Stock shall thereafter be deemed to be equal to the sum of (Aof(A) the Closing Price per Ordinary Share share of Common Stock and (B) the product of (x) the Closing Price per share of the spun-off Marketable Securities and (y) the number of shares of such Marketable Securities distributed per Ordinary Share share of Common Stock in the Spin-Off Distribution.

Spin-Off Distributions. If the Company shall, after the date of this Agreement, effect a Spin-Off Distribution, then for all purposes of this Agreement, from and after the record date in respect of such Spin-Off Distribution, (i) the Contract Shares shall be deemed to include both (A) that number of Ordinary Shares shares of Class A Common Stock equal to the product of (x) the sum of the Firm Share Base Amount and the Additional Share Base Amount and (y) the Exchange Rate, and (B) that number of Marketable Securities of the class distributed in respect of the Contract Shares in such Spin-Off Distribution equal to the product of (x) the sum of the Firm Share Base Amount and the Additional Share Base Amount, (y) the Exchange Rate, and (z) the number of shares of such Marketable Securities distributed per Ordinary Share share of Class A Common Stock in the Spin-Spin- Off Distribution; (ii) Seller's obligations under Section 2.3 shall include delivery of such Marketable Securities together with the Ordinary Shares Class A Common Stock comprising the Contract Shares and the provisions of Section 2.3(c) shall apply mutatis mutandis to such Marketable Securities; and (iii) the "Closing Price" of the Ordinary Shares Class A Common Stock shall thereafter be deemed to be equal to the sum of (A) the Closing Price per Ordinary Share share of Class A Common Stock and (B) the product of (x) the Closing Price per share of the spun-off Marketable Securities and (y) the number of shares of such Marketable Securities distributed per Ordinary Share share of Class A Common Stock in the Spin-Off Distribution.

Spin-Off Distributions. If the Company shall, after the date of this Agreement, effect a Spin-Off Distribution, then for all purposes of this Agreement, from and after the record date in respect of such Spin-Off Distribution, (i) the Contract Shares shall be deemed to include both (A) that number of Ordinary Shares Class A Common Stock equal to the product of (x) the sum of the Firm Share Base Amount and the Additional Share Base Amount and (y) the Exchange Rate, and (B) that number of Marketable Securities of the class distributed in respect of the Contract Shares in such Spin-Off Distribution equal to the product of (x) the sum of the Firm Share Base Amount and the Additional Share Base Amount, (y) the Exchange Rate, and (z) the number of shares of such Marketable Securities distributed per Ordinary Share in the Spin-Off Distribution; (ii) Seller's obligations under Section 2.3 shall include delivery of such Marketable Securities together with the Ordinary Shares Class A Common Stock comprising the Contract Shares and the provisions of Section 2.3(c) shall apply mutatis mutandis to such Marketable Securities; and (iii) the "Closing Price" of the Ordinary Shares Class A Common Stock shall thereafter be deemed to be equal to the sum of (A) the Closing Price per Ordinary Share and (B) the product of (x) the Closing Price per share of the spun-off Marketable Securities and (y) the number of shares of such Marketable Securities distributed per Ordinary Share in the Spin-Off Distribution.

Spin-Off Distributions. If the Company shall, after the date of this Agreement, effect a Spin-Off Distribution, then for all purposes of this Agreement, from and after the record date in respect of such Spin-Off Distribution, (i) the Contract Shares Additional Stock shall be deemed to include both (A) that number of Ordinary Shares shares of Class A Common Stock equal to the product of (x) the sum of the Firm Share Base Amount and the Additional Share Stock Base Amount and (y) the Exchange Rate, and (B) that number of Marketable Securities of the class distributed in respect of the Contract Shares Additional Stock in such Spin-Off Distribution equal to the product of (x) the sum of the Firm Share Base Amount and the Additional Share Stock Base Amount, (y) the Exchange Rate, and (z) the number of shares of such Marketable Securities distributed per Ordinary Share share of Class A Common Stock in the Spin-Spin- Off Distribution; (ii) Seller's obligations under Section 2.3 shall include delivery of such Marketable Securities together with the Ordinary Shares Class A Common Stock comprising the Contract Shares Additional Stock and the provisions of Section 2.3(c2.3(b) shall apply mutatis mutandis to such Marketable Securities; and (iii) the "Closing Price" of the Ordinary Shares Class A Common Stock shall thereafter be deemed to be equal to the sum of (A) the Closing Price per Ordinary Share share of Class A Common Stock and (B) the product of (x) the Closing Price per share of the spun-off Marketable Securities and (y) the number of shares of such Marketable Securities distributed per Ordinary Share share of Class A Common Stock in the Spin-Off Distribution.

Spin-Off Distributions. If the Company shall, after the date of this Agreement, effect a Spin-Off Distribution, then for all purposes of this Agreement, from and after the record date in respect of such Spin-Off Distribution, (i) the Contract Shares Firm Stock shall be deemed to include both (A) that number of Ordinary Shares shares of Class A Common Stock equal to the product of (x) the sum of the Firm Share Base Amount and the Additional Share Stock Base Amount and (y) the Exchange Rate, and (B) that number of Marketable Securities of the class distributed in respect of the Contract Shares Firm Stock in such Spin-Off Distribution equal to the product of (x) the sum of the Firm Share Base Amount and the Additional Share Stock Base Amount, (y) the Exchange Rate, and (z) the number of shares of such Marketable Securities distributed per Ordinary Share share of Class A Common Stock in the Spin-Off Distribution; (ii) Seller's obligations under Section 2.3 shall include delivery of such Marketable Securities together with the Ordinary Shares Class A Common Stock comprising the Contract Shares Firm Stock and the provisions of Section 2.3(c2.3(b) shall apply mutatis mutandis to such Marketable Securities; and (iii) the "Closing Price" of the Ordinary Shares Class A Common Stock shall thereafter be deemed to be equal to the sum of (A) the Closing Price per Ordinary Share share of Class A Common Stock and (B) the product of (x) the Closing Price per share of the spun-off Marketable Securities and (y) the number of shares of such Marketable Securities distributed per Ordinary Share share of Class A Common Stock in the Spin-Off Distribution.